Cadent Finance PLC Final results of the tender offer (3245P)
09 Oktober 2019 - 1:33PM
UK Regulatory
TIDM46XU
RNS Number : 3245P
Cadent Finance PLC
09 October 2019
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED
BELOW).
9 October 2019
CADENT FINANCE PLC
ANNOUNCES FINAL RESULTS OF THE TENDER OFFER
On 1 October 2019, Cadent Finance plc (the "Offeror") launched
an invitation to the holders of Cadent Finance plc's (the "Issuer")
GBP650,000,000 Fixed Rate Instruments due 2021 (ISIN: XS1492680811)
(the "Notes") to tender their Notes for purchase by the Offeror for
cash up to the Maximum Acceptance Amount (the "Offer"). The Offer
was made on the terms and subject to the conditions set out in the
tender offer memorandum dated 1 October 2019 (the "Tender Offer
Memorandum") and was subject to the offer and distribution
restrictions set out and more fully described in the Tender Offer
Memorandum.
Further to its announcement earlier today, the Offeror now
announces that it has decided that it will accept for purchase in
cash GBP400,000,000 in aggregate principal amount of the Notes
validly tendered pursuant to the Offer, subject to the satisfaction
(or waiver) of the New Financing Condition, with pro rata scaling
at a Scaling Factor of 83.4967%, as further described in the Tender
Offer Memorandum.
Final pricing for the Offer took place at or around 11:00 hours
(London time) today, 9 October 2019. The final results of the Offer
are as follows:
Summary of the final results
Aggregate
principal
amount
of Notes
accepted
for purchase Benchmark
pursuant Benchmark Reference
Description to the Scaling Reference Security Purchase Purchase
of Notes ISIN Offer Factor Security Yield Yield Price
---------------- -------------- ---------------- --------- --------------- ----------- --------- ---------
3.75 per
GBP650,000,000 cent.
Fixed UK Treasury
Rate Gilt due
Instruments 2021 (ISIN:
due 2021 XS1492680811 GBP400,000,000 83.4967% GB00B4RMG977) 0.358% 0.559% 101.094%
Any Notes purchased by the Offeror pursuant to the Offer are
expected to be cancelled. GBP250,000,000 in aggregate principal
amount of Notes are expected to remain outstanding following the
completion of the Offer.
The Offer remains subject to the conditions and restrictions set
out in the Tender Offer Memorandum. Copies of the Tender Offer
Memorandum are (subject to offer and distribution restrictions)
available from the Tender Agent as set out below. Capitalised terms
used but not defined in this announcement have the meanings given
to them in the Tender Offer Memorandum.
The expected Settlement Date is 11 October 2019, subject to the
satisfaction (or waiver) of the New Financing Condition.
Barclays Bank PLC, Morgan Stanley & Co. International plc
and SMBC Nikko Capital Markets Limited are acting as Dealer
Managers for the Offer and Lucid Issuer Services Limited is acting
as Tender Agent.
For further information:
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Further details about
the transaction can be obtained from:
The Dealer Managers:
Barclays Bank PLC Morgan Stanley & Co. International
5 The North Colonnade plc
Canary Wharf 25 Cabot Square
London E14 4BB London E14 4QA
Telephone: +44 203 134 Telephone: +44 207 677 5040
8515 Attention: Liability Management
Attention: Liability Management Email: liabilitymanagementeurope@morganstanley.com
Group
Email: eu.lm@barclays.com
SMBC Nikko Capital Markets Limited
One New Change
London
EC4M 9AF
Telephone: +44 20 3527 7545
Attention: Liability Management EMEA
Email: lm.emea@smbcnikko-cm.com
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: cadent@lucid-is.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
This announcement is released by Cadent Finance plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Helena Norgate, Treasury Dealer.
None of this announcement, the Tender Offer Memorandum or any
other materials relating to the Offer constitutes an invitation to
participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or
for there to be such participation under applicable securities
laws. The distribution of this announcement, the Tender Offer
Memorandum or any other materials relating to the Offer in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement, the Tender Offer Memorandum or any
other materials relating to Offer comes are required by each of the
Offeror, the Dealer Managers and the Tender Agent to inform
themselves about and to observe any such restrictions.
DISCLAIMER
The Dealer Managers do not take responsibility for the contents
of this announcement. None of the Issuer, the Dealer Managers, the
Tender Agent or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding this announcement, the Tender Offer Memorandum or the
Offer, and none of the Offeror, the Issuer, the Dealer Managers,
the Tender Agent or their respective directors, employees or
affiliates makes any recommendation as to whether holders of Notes
should tender Notes for purchase pursuant to the Offer. This
announcement must be read in conjunction with the Tender Offer
Memorandum. No Offer is being made pursuant to this announcement.
The Offer is only being made in the Tender Offer Memorandum and the
Offer should be made solely on the basis of information contained
in the Tender Offer Memorandum. This announcement and the Tender
Offer Memorandum contain important information, which should be
read carefully before any decision is made with respect to the
Offer. A holder of Notes should consult its own tax, accounting,
financial and legal advisers as needed to assist it in making its
own investment decision and advise it on whether it is legally
permitted to offer Notes for cash. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee or intermediary must contact such
entity if it wishes to tender Notes in the Offer.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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